Symbotic Files Shelf For Class A, Preferred, And Debt Securities; Selling Holders May Resell Up To 48.9M Shares

Class A Common Stock

Preferred Stock

Debt Securities

Offered by Symbotic Inc.

Up to 48,915,312 Shares of Class A Common Stock

Offered by the Selling Securityholders

This prospectus relates to the offer and sale from time to time by us of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), preferred stock and debt securities described herein. This prospectus also relates to the offer and sale from time to time by the selling securityholders identified in this prospectus or their permitted transferees (the "Selling Securityholders"), of up to an aggregate of 48,915,312shares of Class A Common Stock, 31,090,000 of which were purchased at a price of, or acquired based on a value of $10.00 per share, by certain of the Selling Securityholders. We will not receive any proceeds from the sale of Class A Common Stock by the Selling Securityholders pursuant to this prospectus.

We will bear all costs, expenses and fees in connection with the registration of the securities we offer on a primary basis. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of Class A Common Stock.

We may offer and sell the securities directly, through agents we select from time to time or to or through underwriters or dealers we select, or through a combination of these methods. In addition, the Selling Securityholders may offer and sell our securities from time to time. We will provide specific information about any Selling Securityholders in one or more supplements to this prospectus. If we, or the Selling Securityholders, use any agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds we, or any Selling Securityholders, expect to receive from that sale will also be set forth in a prospectus supplement.

Our registration of the securities covered by this prospectus does not mean that either we, or the Selling Securityholders, will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the securities in the section entitled "Plan of Distribution" and in supplements or amendments to this prospectus as applicable.

Specific terms of the securities to be offered will be provided in one or more supplements to this prospectus. The specific plan of distribution for any securities to be offered will also be provided in a prospectus supplement. Prospectus supplements may also add, update or change information in this prospectus. You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A Common Stock is listed on the Nasdaq Global Market ("NASDAQ") under the symbol "SYM."